Security?
In Lambeth Timber, the Supremes said this is always a security
What is stock?
A person who acquires a security intending to redistribute it
What is an underwriter?
The basic registration statement form used for initial public offerings
What is Form S-1?
The regulation that describes the substantive disclosure that a registration statement or periodic disclosure filing must contain
What is Regulation S-K?
Th exemption available when the issuer and all offerees and purchasers are in the same state
What is 3(a)(11)?
In Howey, the Supremes said that 10 foot strips of these were securities
What are orange trees?
Engaging in pre-registration selling behavior prematurely
What is gun-jumping?
The registration statement form used in secondary offerings, primarily by WKSIs
What is Form S-3?
The regulation that defines the accounting requirements of a registration statement or periodic disclosure filing
What is Regulation S-X?
The exemption for transactions by an issuer "not involving any public offering"
What is 4(a)(2)
The name for the type of security in Howey
What is an investment contract?
An individual investor with net worth exceeding $1 million or annual income of more than $200,000
What is an accredited investor?
The registration statement form used in mergers and other business combinations
What is Form S-4?
The regulation that some folks think is an exemption but that actually requires robust disclosure approximating a registration statement
What is Regulation A?
The exemption rule for certain employee benefit-related securities
What is Rule 701?
Type of entity where the owners have default equal rights and the ownership share is not usually a security
What is a general partnership?
An SEC rule that effectively guarantees an exemption or other statutory compliance if its conditions are satisfied
What is a safe harbor rule?
The 1934 Act registration statement form for companies that want to go public through the "back door" without selling stock in an IPO
What is Form 10?
The regulation that provides a safe harbor under the 4(a)(2) and other exemptions
What is Regulation D?
The "exemption" for sales other than by an issuer not involving a public offering
What is 4(1 1/2)?
Type of entity where the ownership share could be a security for some owners but not others
What is an LLC?
The kind of offering activity most likely to "blow" a private placement exemption
What is general solicitation?
What the SEC declares a registration statement to be once all SEC comments are cleared
What is effective?
The regulation that specifies the requirements of the crowdfunding exemption
What is Regulation CF?
The SEC rule that imposes conditions on the resale of restricted securities and securities held by certain insiders
What is Rule 144?